Nomination committee

Camurus' Nomination Committee and its duties include preparation and drafting of proposals regarding the election of members of the Board, the Chairman of the Board, the Chairman of the general meeting and auditor. In addition, the duties of the Nomination Committee also includes proposals concerning fees for the members of the Board, the members of any Board committees and the auditor .

The annual general meeting held 3 May 2016 decided upon the following instruction for the Nomination Committee, to be valid until further notice.

The chairman of the Board shall, based on the ownership according to Euroclear Sweden AB as per 31 August of the year before the annual general meeting, contact the three largest shareholders in terms of voting, whom shall each be entitled to appoint one member who, together with the chairman of the Board, shall form the Nomination Committee. If any of the three largest shareholders waive their right to appoint a member of the Nomination Committee, the next shareholder in terms of size shall be given the opportunity to appoint a member. The CEO or other members of the management shall not be a member of the Nomination Committee.

The chairman of the Board is the convenor of the Nomination Committee’s first meeting. The Nomination Committee’s term lasts until a new Nomination Committee is appointed.

The composition of the Nomination Committee is to be announced no later than six months before the annual general meeting. At the same time all shareholders shall be informed about how the Nomination Committee can be contacted.

If a member resigns from the Nomination Committee before its work is completed a replacement may be appointed by the same shareholder. When significant changes in the ownership occur after the date the Nomination Committee was appointed, the Nomination Committee may, if it considers it necessary, decide to offer a new owner a position in the Nomination Committee in accordance with the principles above. Changes in the Nomination Committee shall be made public immediately.

The Nomination Committee shall prepare and propose the following to the coming annual general meeting:

• Election of chairman at the general meeting,
• Election of chairman of the Board and other members of the Board,
• Fees to the Board, divided between the chairman and other members, and any fees for committee work,
• Election of auditor and fee to the auditor and, when applicable,
• New principles for appointment of Nomination Committee.

No fees shall be paid to the members of the Nomination Committee. The Nomination Committee shall have the right to, upon approval by the chairman of the Board, charge the company with costs for e.g. recruitment consultants or other costs necessary for the Nomination Committee to fulfill its duties.

The Nomination Committee was appointed 18 October 2023 and remain in place until a new nomination committee is appointed:

• Per Sandberg (Sandberg Development AB)
• Arne Lööw (Fjärde AP-fonden)
• Magnus Welander (appointed by Fredrik Tiberg)
• Per Olof Wallström (Chairman of the Board)